Aswath Damodaran INVESTMENT VALUATION: SECOND

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Aswath DamodaranINVESTMENT VALUATION:SECOND EDITIONChapter 1: Introduction to Valuation3Chapter 2: Approaches to Valuation16Chapter 3: Understanding Financial Statements37Chapter 4: The Basics of Risk81Chapter 5: Option Pricing Theory and Models121Chapter 6: Market Efficiency: Theory and Models152Chapter 7: Riskless Rates and Risk Premiums211Chapter 8: Estimating Risk Parameters and Costs of Financing246Chapter 9: Measuring Earnings311Chapter 10: From Earnings to Cash Flows341Chapter 11: Estimating Growth373Chapter 12: Closure in Valuation: Estimating Terminal Value425Chapter 13: Dividend Discount Models450Chapter 14: Free Cashflow to Equity Models487Chapter 15: Firm Valuation: Cost of Capital and APV Approaches533Chapter 16: Estimating Equity Value Per Share593Chapter 17: Fundamental Principles of Relative Valuation637Chapter 18: Earnings Multiples659Chapter 19: Book Value Multiples718Chapter 20: Revenue and Sector-Specific Multiples760

Chapter 21: Valuing Financial Service Firms802Chapter 22: Valuing Firms with Negative Earnings847Chapter 23: Valuing Young and Start-up Firms891Chapter 24: Valuing Private Firms928Chapter 25: Acquisitions and Takeovers969Chapter 26: Valuing Real Estate1028Chapter 27: Valuing Other Assets1067Chapter 28: The Option to Delay and Valuation Implications1090Chapter 29: The Option to Expand and Abandon: Valuation Implications1124Chapter 30: Valuing Equity in Distressed Firms1155Chapter 31: Value Enhancement: A Discounted Cashflow Framework1176Chapter 32: Value Enhancement: EVA, CFROI and Other Tools1221Chapter 33: Valuing Bonds1256Chapter 34: Valuing Forward and Futures Contracts1308Chapter 35: Overview and Conclusions1338References1359

1CHAPTER 17FUNDAMENTAL PRINCIPLES OF RELATIVE VALUATIONIn discounted cash flow valuation, the objective is to find the value of assets, giventheir cash flow, growth and risk characteristics. In relative valuation, the objective is tovalue assets, based upon how similar assets are currently priced in the market. Whilemultiples are easy to use and intuitive, they are also easy to misuse. Consequently, aseries of tests will be developed in this chapter that can be used to ensure that multiplesare correctly used.There are two components to relative valuation. The first is that to value assets ona relative basis, prices have to be standardized, usually by converting prices intomultiples of earnings, book values or sales. The second is to find similar firms, which isdifficult to do since no two firms are identical and firms in the same business can stilldiffer on risk, growth potential and cash flows. The question of how to control for thesedifferences, when comparing a multiple across several firms, becomes a key one.Use of Relative ValuationThe use of relative valuation is widespread. Most equity research reports andmany acquisition valuations are based upon a multiple such as a price to sales ratio or thevalue to EBITDA multiple and a group of comparable firms. In fact, firms in the samebusiness as the firm being valued are called comparable, though as you see later in thischapter, that is not always true. In this section, the reasons for the popularity of relativevaluation are considered first, followed by some potential pitfalls.Reasons for PopularityWhy is relative valuation so widely used? There are several reasons. First, avaluation based upon a multiple and comparable firms can be completed with far fewerassumptions and far more quickly than a discounted cash flow valuation. Second, arelative valuation is simpler to understand and easier to present to clients and customersthan a discounted cash flow valuation. Finally, a relative valuation is much more likely toreflect the current mood of the market, since it is an attempt to measure relative and notintrinsic value. Thus, in a market where all internet stocks see their prices bid up, relativevaluation is likely to yield higher values for these stocks than discounted cash flow

2valuations. In fact, relative valuations will generally yield values that are closer to themarket price than discounted cash flow valuations. This is particularly important forthose whose job it is to make judgments on relative value and who are themselves judgedon a relative basis. Consider, for instance, managers of technology mutual funds. Thesemanagers will be judged based upon how their funds do relative to other technologyfunds. Consequently, they will be rewarded if they pick technology stocks that are undervalued relative to other technology stocks, even if the entire sector is over valued.Potential PitfallsThe strengths of relative valuation are also its weaknesses. First, the ease withwhich a relative valuation can be put together, pulling together a multiple and a group ofcomparable firms, can also result in inconsistent estimates of value where key variablessuch as risk, growth or cash flow potential are ignored. Second, the fact that multiplesreflect the market mood also implies that using relative valuation to estimate the value ofan asset can result in values that are too high, when the market is over valuing comparablefirms, or too low, when it is under valuing these firms. Third, while there is scope for biasin any type of valuation, the lack of transparency regarding the underlying assumptions inrelative valuations make them particularly vulnerable to manipulation. A biased analystwho is allowed to choose the multiple on which the valuation is based and to choose thecomparable firms can essentially ensure that almost any value can be justified.Standardized Values and MultiplesThe price of a stock is a function both of the value of the equity in a company andthe number of shares outstanding in the firm. Thus, a stock split that doubles the numberof units will approximately halve the stock price. Since stock prices are determined by thenumber of units of equity in a firm, stock prices cannot be compared across differentfirms. To compare the values of “similar” firms in the market, you need to standardize thevalues in some way. Values can be standardized relative to the earnings firms generate, tothe book value or replacement value of the firms themselves, to the revenues that firmsgenerate or to measures that are specific to firms in a sector.1. Earnings Multiples

3One of the more intuitive ways to think of the value of any asset is the multiple ofthe earnings that asset generates. When buying a stock, it is common to look at the pricepaid as a multiple of the earnings per share generated by the company. This price/earningsratio can be estimated using current earnings per share, yielding a current PE, earningsover the last 4 quarters, resulting in a trailing PE, or an expected earnings per share in thenext year, providing a forward PE.When buying a business, as opposed to just the equity in the business, it iscommon to examine the value of the firm as a multiple of the operating income or theearnings before interest, taxes, depreciation and amortization (EBITDA). While, as abuyer of the equity or the firm, a lower multiple is better than a higher one. Thesemultiples will be affected by the growth potential and risk of the business being acquired.2. Book Value or Replacement Value MultiplesWhile markets provide one estimate of the value of a business, accountants oftenprovide a very different estimate of the same business. The accounting estimate of bookvalue is determined by accounting rules and is heavily influenced by the original price paidfor assets and any accounting adjustments (such as depreciation) made since. Investorsoften look at the relationship between the price they pay for a stock and the book valueof equity (or net worth) as a measure of how over- or undervalued a stock is; theprice/book value ratio that emerges can vary widely across industries, depending againupon the growth potential and the quality of the investments in each. When valuingbusinesses, you estimate this ratio using the value of the firm and the book value of allassets (rather than just the equity). For those who believe that book value is not a goodmeasure of the true value of the assets, an alternative is to use the replacement cost of theassets; the ratio of the value of the firm to replacement cost is called Tobin’s Q.3. Revenue MultiplesBoth earnings and book value are accounting measures and are determined byaccounting rules and principles. An alternative approach, which is far less affected byaccounting choices, is to use the ratio of the value of an asset to the revenues it generates.For equity investors, this ratio is the price/sales ratio (PS), where the market value pershare is divided by the revenues generated per share. For firm value, this ratio can be

4modified as the value/sales ratio (VS), where the numerator becomes the total value of thefirm. This ratio, again, varies widely across sectors, largely as a function of the profitmargins in each. The advantage of using revenue multiples, however, is that it becomes fareasier to compare firms in different markets, with different accounting systems at work,than it is to compare earnings or book value multiples.4. Sector-Specific MultiplesWhile earnings, book value and revenue multiples are multiples that can becomputed for firms in any sector and across the entire market, there are some multiplesthat are specific to a sector. For instance, when Internet firms first appeared on themarket in the later 1990s, they had negative earnings and negligible revenues and bookvalue. Analysts looking for a multiple to value these firms divided the market value ofeach of these firms by the number of hits generated by that firm’s web site. Firms with alow market value per customer hit were viewed as more under valued. More recently, etailers have been judged by the market value of equity per customer in the firm, regardlessof the longevity and the profitably of the customers.While there are conditions under which sector-specific multiples can be justified,they are dangerous for two reasons. First, since they cannot be computed for othersectors or for the entire market, sector-specific multiples can result in persistent over orunder valuations of sectors relative to the rest of the market. Thus, investors who wouldnever consider paying 80 times revenues for a firm might not have the same qualms aboutpaying 2000 for every page hit (on the web site), largely because they have no sense ofwhat high, low or average is on this measure. Second, it is far more difficult to relatesector specific multiples to fundamentals, which is an essential ingredient to usingmultiples well. For instance, does a visitor to a company’s web site translate into higherrevenues and profits? The answer will not only vary from company to company, but willalso be difficult to estimate looking forward.The Four Basic Steps to Using MultiplesMultiples are easy to use and easy to misuse. There are four basic steps to usingmultiples wisely and for detecting misuse in the hands of others. The first step is toensure that the multiple is defined consistently and that it is measured uniformly across

5the firms being compared. The second step is to be aware of the cross sectionaldistribution of the multiple, not only across firms in the sector being analyzed but alsoacross the entire market. The third step is to analyze the multiple and understand notonly what fundamentals determine the multiple but also how changes in thesefundamentals translate into changes in the multiple. The final step is finding the rightfirms to use for comparison and controlling for differences that may persist across thesefirms.A. Definitional TestsEven the simplest multiples can be defined differently by different analysts.Consider, for instance, the price earnings ratio (PE). Most analysts define it to be themarket price divided by the earnings per share but that is where the consensus ends.There are a number of variants on the PE ratio. While the current price is conventionallyused in the numerator, there are some analysts who use the average price over the last sixmonths or a year. The earnings per share in the denominator can be the earnings per sharefrom the most recent financial year (yielding the current PE), the last four quarters ofearnings (yielding the trailing PE) and expected earnings per share in the next financialyear (resulting in a forward PE). In addition, earnings per share can be computed basedupon primary shares outstanding or fully diluted shares and can include or excludeextraordinary items. Figure 17.1 provides some of the PE ratios for Cisco in 1999 usingvariants of these measures.

6Figure 17.1: Estimate of Cisco's PE ingForwardDiluted beforeExtraordinaryDiluted afterExtraordinaryNot only can these variants on earnings yield vastly different values for the priceearnings ratio, but the one that gets used by analysts depends upon their biases. Forinstance, in periods of rising earnings, the forward PE yields consistently lower valuesthan the trailing PE, which, in turn, is lower than the current PE. A bullish analyst willtend to use the forward PE to make the case that the stock is trading at a low multiple ofearnings, while a bearish analyst will focus on the current PE to make the case that themultiple is too high. The first step when discussing a valuation based upon a multiple isto ensure that everyone in the discussion is using the same definition for that multiple.ConsistencyEvery multiple has a numerator and a denominator. The numerator can be either anequity value (such as market price or value of equity) or a firm value (such as enterprisevalue, which is the sum of the values of debt and equity, net of cash). The denominatorcan be an equity measure (such as earnings, net income or book value of equity) or a firmmeasure (such as operating income, EBITDA or book value of capital).

7One of the key tests to run on a multiple is to examine whether the numerator anddenominator are defined consistently. If the numerator for a multiple is an equity value,then the denominator should be an equity value as well. If the numerator is a firm value,then the denominator should be a firm value as well. To illustrate, the price earnings ratiois a consistently defined multiple, since the numerator is the price per share (which is anequity value) and the denominator is earnings per share (which is also an equity value). Sois the Enterprise value to EBITDA multiple, since the numerator and denominator areboth firm value measures.Are there any multiples in use that are inconsistently defined? Consider the priceto EBITDA multiple, a multiple that has acquired adherents in the last few years amonganalysts. The numerator in this multiple is an equity value and the denominator is ameasure of earnings to the firm. The analysts who use this multiple will probably arguethat the inconsistency does not matter since the multiple is computed the same way forall of the comparable firms; but they would be wrong. If some firms on the list have nodebt and others carry significant amounts of debt, the latter will look cheap on a price toEBITDA basis, when in fact they might be over or correctly priced.UniformityIn relative valuation, the multiple is computed for all of the firms in a group andthen compared across these firms to make judgments on which firms are over priced andwhich are under priced. For this comparison to have any merit, the multiple has to bedefined uniformly across all of the firms in the group. Thus, if the trailing PE is used forone firm, it has to be used for all of the others as well. In fact, one of the problems withusing the current PE to compare firms in a group is that different firms can have differentfiscal-year ends. This can lead to some firms having their prices divided by earnings fromJuly 1999 to June 2000, with other firms having their prices divided by earnings fromJanuary 1999 to December 1999. While the differences can be minor in mature sectors,where earnings do not make quantum jumps over six months, they can be large in highgrowth sectors.With both earnings and book value measures, there is another component to beconcerned about and that is the accounting standards used to estimate earnings and book

8values. Differences in accounting standards can result in very different earnings and bookvalue numbers for similar firms. This makes comparisons of multiples across firms indifferent markets, with different accounting standards, very difficult. Even within theUnited States, the fact that some firms use different accounting rules (on depreciation andexpensing) for reporting purposes and tax purposes and others do not can throw offcomparisons of earnings multiples1.B. Descriptional TestsWhen using a multiple, it is always useful to have a sense of what a high value, a lowvalue or a typical value for that multiple is in the market. In other words, knowing thedistributional characteristics of a multiple is a key part of using that multiple to identifyunder or over valued firms. In addition, you need to understand the effects of outliers onaverages and unearth any biases in these estimates, introduced in the process of estimatingmultiples.Distributional CharacteristicsMany analysts who use multiples have a sector focus and have a good sense ofhow different firms in their sector rank on specific multiples. What is often lacking,however, is a sense of how the multiple is distributed across the entire market. Why, youmight ask, should a software analyst care about price earnings ratios of utility stocks?Because both software and utility stocks are competing for the same investment dollar,they have to, in a sense, play by the same rules. Furthermore, an awareness of howmultiples vary across sectors can be very useful in detecting when the sector you areanalyzing is over or under valued.What are the distributional characteristics that matter? The standard statistics –the average and standard deviation – are where you should start, but they represent thebeginning of the exploration. The fact that multiples such as the price earnings ratio cannever be less than zero and are unconstrained in terms of a maximum results indistributions for these multiples that are skewed towards the positive values.1Firms that adopt different rules for reporting and tax purposes generally report higher earnings to theirstockholders than they do to the tax authorities. When they are compared on a price earnings basis to firms

9Consequently, the average values for these multiples will be higher than median values2,and the latter are much more representative of the typical firm in the group. While themaximum and minimum values are usually of limited use, the percentile values (10thpercentile, 25 th percentile, 75th percentile, 90th percentile, etc.) can be useful in judgingwhat a high or low value for the multiple in the group is.Outliers and AveragesAs noted earlier, multiples are unconstrained on the upper end and firms can haveprice earnings ratios of 500 or 2000 or even 10000. This can occur not only because ofhigh stock prices but also because earnings at firms can sometime drop to a few cents.These outliers will result in averages that are not representative of the sample. In mostcases, services that compute and report average values for multiples either throw outthese outliers when computing the averages or constrain the multiples to be less than orequal to a fixed number. For instance, any firm that has a price earnings ratio greater than500 may be given a price earnings ratio of 500.When using averages obtained from a service, it is important that you know howthe service dealt with outliers in computing the averages. In fact, the sensitivity of theestimated average to outliers is another reason for looking at the median values formultiples.Biases in Estimating MultiplesWith every multiple, there are firms for which the multiple cannot be computed.Consider again the price-earnings ratio. When the earnings per share are negative, the priceearnings ratio for a firm is not meaningful and is usually not reported. When looking at theaverage price earnings ratio across a group of firms, the firms with negative earnings willall drop out of the sample because the price earnings ratio cannot be computed. Whyshould this matter when the sample is large? The fact that the firms that are taken out ofthe sample are the firms losing money creates a bias in the selection process. In fact, thethat do not maintain different reporting and tax books, they will look cheaper (lower PE).2 With the median, half of all firms in the group fall below this value and half lie above.

10average PE ratio for the group will be biased upwards because of the elimination of thesefirms.There are three solutions to this problem. The first is to be aware of the bias andbuild it into the analysis. In practical terms, this will mean adjusting the average PE downto reflect the elimination of the money-losing firms. The second is to aggregate the marketvalue of equity and net income (or loss) for all of the firms in the group, including themoney-losing ones, and compute the price earnings ratio using the aggregated values.Figure 17.2 summarizes the average PE ratio, the median PE ratio and the PE ratio basedupon aggregated earnings for specialty retailers.Figure 17.2: PE Ratio for Specialty Retailers25.0020.0015.0010.005.000.00Aerage PE ratioMedian PE ratioPE ratio based upon aggregateNote that the median PE ratio is much lower than the average than the PE ratio.Furthermore, the PE ratio based upon the aggregate values of market value of equity andnet income is lower than the average across firms where PE ratios could be computed. Thethird choice is to use a multiple that can be computed for all of the firms in the group. Theinverse of the price earning ratio, which is called the earnings yield, can be computed forall firms, including those losing money.

11C. Analytical TestsIn discussing why analysts were so fond of using multiples, it was argued that relativevaluations require fewer assumptions than discounted cash flow valuations. While this istechnically true, it is only so on the surface. In reality, you make just as manyassumptions when you do a relative valuation as you make in a discounted cash flowvaluation. The difference is that the assumptions in a relative valuation are implicit andunstated, whereas those in discounted cash flow valuation are explicit and stated. The twoprimary questions that you need to answer before using a multiple are: What are thefundamentals that determine at what multiple a firm should trade? How do changes in thefundamentals affect the multiple?DeterminantsIn the introduction to discounted cash flow valuation, you observed that the valueof a firm is a function of three variables – it capacity to generate cash flows, its expectedgrowth in these cash flows and the uncertainty associated with these cash flows. Everymultiple, whether it is of earnings, revenues or book value, is a function of the same threevariables – risk, growth and cash flow generating potential. Intuitively, then, firms withhigher growth rates, less risk and greater cash flow generating potential should trade athigher multiples than firms with lower growth, higher risk and less cash flow potential.The specific measures of growth, risk and cash flow generating potential that areused will vary from multiple to multiple. To look under the hood, so to speak, of equityand firm value multiples, you can go back to fairly simple discounted cash flow modelsfor equity and firm value and use them to derive the multiples.In the simplest discounted cash flow model for equity, which is a stable growthdividend discount model, the value of equity is:Value of Equity P0 DPS1ke gnwhere DPS1 is the expected dividend in the next year, ke is the cost of equity and gn is theexpected stable growth rate. Dividing both sides by the earnings, you obtain thediscounted cash flow equation specifying the PE ratio for a stable growth firm.

12P0Payout Ratio*(1 gn ) PE EPS0k e -g nDividing both sides by the book value of equity, you can estimate the price/book valueratio for a stable growth firm.P0ROE*Payout Ratio*(1 g n ) PBV BV0k e -gnwhere ROE is the return on equity. Dividing by the Sales per share, the price/sales ratiofor a stable growth firm can be estimated as a function of its profit margin, payout ratio,risk and expected growth.P0Profit Margin*Payout Ratio*(1 gn ) PS Sales0k -genYou can do a similar analysis to derive the firm value multiples. The value of afirm in stable growth can be written as:Value of Firm V0 FCFF1kc g nDividing both sides by the expected free cash flow to the firm yields the Value/FCFFmultiple for a stable growth firm.V01 FCFF1 k c gnSince the free cash flow the firm is the after-tax operating income netted againstthe net capital expenditures and working capital needs of the firm, the multiples of EBIT,after-tax EBIT and EBITDA can also be estimated similarly.The point of this analysis is not to suggest that you go back to using discountedcash flow valuation, but to understand the variables that may cause these multiples tovary across firms in the same sector. If you ignore these variables, you might concludethat a stock with a PE of 8 is cheaper than one with a PE of 12 when the true reason maybe that the latter has higher expected growth or you might decide that a stock with a P/BV

13ratio of 0.7 is cheaper than one with a P/BV ratio of 1.5 when the true reason may be thatthe latter has a much higher return on equity.RelationshipKnowing the fundamentals that determine a multiple is a useful first step, butunderstanding how the multiple changes as the fundamentals change is just as critical tousing the multiple. To illustrate, knowing that higher growth firms have higher PE ratios isnot a sufficient insight if you are called upon to analyze whether a firm with a growth ratethat is twice as high as the average growth rate for the sector should have a PE ratio that is1.5 times or 1.8 times or two times the average price earnings ratio for the sector. Tomake this judgment, you need to know how the PE ratio changes as the growth ratechanges.A surprisingly large number of analyses are based upon the assumption that thereis a linear relationship between multiples and fundamentals. For instance, the PEG ratio,which is the ratio of the PE to the expected growth rate of a firm and widely used toanalyze high growth firms, implicitly assumes that PE ratios and expected growth ratesare linearly related.One of the advantages of deriving the multiples from a discounted cash flowmodel, as was done in the last section, is that you can analyze the relationship betweeneach fundamental variable and the multiple by keeping everything else constant andchanging the value of that variable. When you do this, you will find that there are veryfew linear relationships in valuation.Companion VariableWhile the variables that determine a multiple can be extracted from a discountedcash flow model and the relationship between each variable and the multiple can bedeveloped by holding all else constant and asking what-if questions, there is one variablethat dominates when it comes to explaining each multiple. This variable, which is calledthe companion variable, can usually be identified by looking at how multiples are differentacross firms in a sector or across the entire market. In the next two chapters, thecompanion variables for the most widely used multiples from the price earnings ratio tothe value to sales multiples are identified and then used in analysis.

14D. Application TestsWhen multiples are used, they tend to be used in conjunction with comparablefirms to determine the value of a firm or its equity. But what is a comparable firm? Whilethe conventional practice is to look at firms within the same industry or business ascomparable firms, this is not necessarily always the correct or the best way of identifyingthese firms. In addition, no matter how carefully you choose comparable firms,differences will remain between the firm you are valuing and the comparable firms.Figuring out how to control for these differences is a significant part of relative valuation.What is a comparable firm?A comparable firm is one with cash flows, growth potential, and risk similar to thefirm being valued. It would be ideal if you could value a firm by looking at how an exactlyidentical firm - in terms of risk, growth and cash flows - is priced. Nowhere in thisdefinition is there a component that relates to the industry or sector to which a firmbelongs. Thus, a telecommunications firm can be compared to a software firm, if the twoare identical in terms of cash flows, growth and risk. In most analyses, however, analystsdefine comparable firms to be other firms in the firm’s business or businesses. If there areenough firms in the industry to allow for it, this list is pruned further using other criteria;for instance, only firms of similar size may be considered. The implicit assumption beingmade here is that firms in the same sector have similar risk, growth, and cash flow profilesand therefore can be compared with much more legitimacy.This approach becomes more difficult to apply when there are relatively fewfirms in a sector. In most markets outside the United States, the number of publiclytraded firms in a particular sector, especially if it is defined narrowly, is small. It is alsodifficult to define firms in the same sector as comparable firms if differences in risk,growth and cash flow profiles across firms within a sector are large. Thus, there may behundreds of computer software companies listed in the United States, but the differencesacross these firms are also large. The tradeoff is therefore a simple one. Defining anindustry more broadly increases the number of comparable f

Aswath Damodaran INVESTMENT VALUATION: SECOND EDITION Chapter 1: Introduction to Valuation 3 Chapter 2: Approaches to Valuation 16 Chapter 3: Understanding Financial Statements 37 Chapter 4: The Basics of Risk 81 Chapter 5: Option Pricing Theory and Models 121 Chapter 6: Market Efficiency: Theory and Models 152 .

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